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Report & Accounts Grupo Soares da Costa, SGPS, SA REPORT & ACCOUNTS 2013 REPORT & ACCOUNTS 2013 ◊ GRUPO SOARES DA COSTA, SGPS, SA INDEX MESSAGE from the Chairman of the Board of Directors and Chairman of the Executive Committee 4 I MANAGEMENT REPORT Highlights 7 Introduction 8 1. The Soares da Costa Group 1.1 Profile 9 1.2 Strategy 14 2. Business Overview 15 3. Relevant Facts for the Year 20 4. Consolidated Business Analysis 22 5. Performance By Business Area 5.1 Construction 25 5.2 Concession 33 5.3 Real Estate 42 5.4 Self Energy 42 6. Individual Accounts 44 7. Human Resources 44 8. Main Risks and Uncertainties 46 9. Soares da Costa and the Stock Exchange 49 10. Order Backlog and Outlook 51 11. Subsequent Facts 55 12. Proposal for the Application of Profits 56 13. Declaration of Compliance 56 14. Final Note of Thanks 57 2 ◊ REPORT & ACCOUNTS 2013 ◊ GRUPO SOARES DA COSTA, SGPS, SA II ANNEXES TO THE MANAGEMENT REPORT 1. Shareholdings and Transactions of Members of the Corporate Bodies and of Officers 59 2. List of Owners of Qualified Shareholdings 59 3. Corporate Governance Report 60 4. Corporate Social Responsibility Report 84 III INDIVIDUAL FINANCIAL STATEMENTS AND EXPLANATORY NOTES 101 IV CONSOLIDATED FINANCIAL STATEMENTS AND EXPLANATORY NOTES 137 V CERTIFICATIONS AND OPINIONS 237 3 ◊ REPORT & ACCOUNTS 2013 ◊ GRUPO SOARES DA COSTA, SGPS, SA MESSAGE from the CHAIRMAN OF THE BOARD OF Directors and CHAIRMAN OF THE Executive COMMITTEE The year 2013 marked a very significant milestone for the Soares da Costa Group. The very difficult financial situation of the Group, which became more acute in 2012 and 2013 due to the drastic fall in the domestic construction market, meant that an action plan had to be defined to launch its recovery. In the last quarter of 2013, an agreement was reached with the António Mosquito Group (GAM) for an operation to capitalise the construction business, which was completed in February 2014, involving an increase in share capital of 70 million Euros, subscribed in its entirety by GAM, which now owns 2/3 of the capital of Soares da Costa Construção. This operation, representing a clear commitment on the part of the new António Gomes Mota majority shareholder to the future of the construction business and CHAIRMAN OF THE BOARD OF injecting a significant level of funding, has also involved a financial DIRECTORS restructuring agreement with the main creditor banking institutions of the construction business, including debt rescheduling and more fa- vourable financing conditions, an overall financial framework that will certainly help to re-launch the construction business. This set of actions has ensured that the company’s cumulative know how and distinctive construction business have been saved, as well as more than 4,000 jobs in Portugal and abroad, the payment of overdue debts and the restart of the purchase of goods and services from a wide range of suppliers, thus contributing towards reviving the cons- truction company’s role as a driver of a wide ranging network of SMEs. The construction business in the USA, which had been excluded from the scope of the agreement with GAM, has already been sold in 2014. This disposal represents a choice by the Soares da Costa Group to focus all of its interests in the construction business exclusively on António Castro Henriques the minority position which it now has in Soares da Costa Construção, CHAIRMAN OF THE EXECUTIVE sending out a clear signal of the Group’s strategic and long term COMMITTEE intent in relation to the partnership established with GAM. 4 ◊ REPORT & ACCOUNTS 2013 ◊ GRUPO SOARES DA COSTA, SGPS, SA In this new context, the Soares da Costa Group reconfigures itself as an entity directly managing two main activities – concessions and real estate – and playing an active role in the partnership with GAM in the construction business. In the concessions area, the main highlight is the continued progress of renegotiation with “Estradas de Portugal” (Motorways of Portugal) for the Scutvias and Auto-Estradas XXI concessions, which should be completed during 2014. A final result is expected that is fair and protects the interests of the Group. At the same time, the clear improvement in the perception by international markets of Portugal’s country risk, which took place at the end of 2013 and has further strengthened in 2014, has also helped to leve- rage the value of the concessions portfolio in which the Group is involved. In real estate, where there were no events of great significance in 2013, some recovery is expected in 2014, as a result of some improvement, albeit still fragile, in the real estate market in Portugal. Net earnings from continued activities of -58.7 million Euros, including non recurrent items of circa -51 million Euros, basically reflect impairment losses, resulting from a demanding and realistic revaluation of the Group’s balance sheet, which now has increased consistency. During 2014, the main challenge that the Group faces is the completion of the financial restructuring of the holding company, for which preparatory steps have already been taken and negotiations begun. This is a process which is essential for creating conditions for ensuring financial sustainability, so that the continuing highly active management of the portfolio of investments and shareholdings leverages medium and long term value creation for all stakeholders involved. As a final note, the intention of the Board of Directors to propose a change of name for the Group should be noted. This will on the one hand put into effect the agreement reached with GAM that the name Soares da Costa should be linked exclusively to the construction business and on the other reflect better the new reality of the group perimeter, especially the concessions and real estate areas, but also cons- truction, through its strategic partnership with GAM. 5 ◊ MANAGEMENT REPORT I Bridge over Fervença's river - Transmontana Motorway Portugal REPORT & ACCOUNTS 2013 ◊ GRUPO SOARES DA COSTA, SGPS, SA HIGHLIGHTS ◊ Shareholders agreements leading to an increase of 70 million Euros in the share capital of Soares da Costa Construção, SGPS, SA by the investor GAM Holdings, SA, successfully concluded in February 2014; as a result of this transaction, GAM Holdings became the majority shareholder with 66.7% of the share capital while the Soares da Costa Group now holds 33.3%; ◊ As a result of this transaction, the position of Soares da Costa Construção is now classified for balance sheet purposes as an asset held for sale and in the income statement as a discontinued activity; ◊ Consolidated turnover amounted to 135.0 million Euros, compared to a figure (restated) of 188.1 million Euros in the previous year, reflecting in particular the important fall in the share of turnover from Auto-estradas XXI, as a result of the completion of the Transmontana motorway; ◊ EBITDA of 37.2 million Euros increased 27.7% (29.2 million Euros in 2012 on a like for like basis); ◊ Operating losses from continuing activities of -17.4 million Euros (6.8 million Euros profit in 2012) were heavily impacted by impairment losses; ◊ Financial results were -24.6 million Euros (-31.0 million Euros in restated terms for the previous year), benefitting from a fall in the net cost of financing and from the accounting impact of restating the value of some financial liabilities; ◊ Results from discontinued activities were +7.5 million Euros (-28.4 million in 2012 on a like for like basis); ◊ Consolidated results attributable to the Group of -50.7 million Euros (-46.9 million Euros in 2012). Consolidated Financial Indicators (millions of Euros) 2013 2012* Change Turnover 135.0 187.4 -28.0% EBITDA 37.2 29.2 27.7% Operating Results from continuing activities -17.4 6.8 - Financial Results -24.6 -31.0 20.8% Losses before tax -42.0 -24.3 -73.1% Net results from continuing activities -58.7 -19.1 - Net results from discontinued activities 7.5 -28.4 - Consolidated losses attributable to the Group -50.7 -46.9 -8.2% * Figures for 2012 restated 7 ◊ REPORT & ACCOUNTS 2013 ◊ GRUPO SOARES DA COSTA, SGPS, SA INTRODUCTION The Board of Directors of the company Grupo Soares da Costa, SGPS, SA, in compliance with the applicable legislation, namely articles 65 and 66 of the Commercial Companies Code, and the company’s by-laws, presents and submits for approval at the shareholders general meeting, the management report and the proposal for appropriation of results, the accounts for the period and other reporting documents for the year ended 31 December 2013. The Board of Directors is satisfied that these documents give a true and fair view of the trend, perfor- mance and financial position of the company Grupo Soares da Costa, SGPS, SA and of the respective Group, as well as of the main risks and uncertainties facing it. The financial statements, individual and consolidated, were prepared in accordance with the Internatio- nal Financial Reporting Standards (IAS/IFRS) as adopted by the European Union. The shareholdings in the company held by members of the corporate bodies and officers of the company, the list of shareholders with qualifying shareholdings, the annual report on the company’s governance practices and investor support (“Corporate Governance”), prepared in accordance with CMVM Regulation no. 1/2010 and also the area of corporate social responsibility, are presented as annexes to this mana- gement report, of which they are an integral part. For simplicity, this Report uses certain abbreviations and terms which have the following meaning: ◊ AP&EN: “Accounting Policies and Explanatory Notes” that are an integral part of the Individual and/or consolidated financial statements; ◊ EBIT: Earnings before Interest and Tax (operating results); ◊ EBITDA: Earnings before Interest, Tax, Depreciation and Amortization = Operating Results + Amortiza- tion for the Period + Provisions and Impairment Losses for the Period (net of reversals); ◊ Recurrent EBITDA*: EBITDA recalculated to exclude the impact of anomalous and/or one off factors; ◊ Turnover: corresponding to Sales and Services Rendered; ◊ Net debt: Remunerated Net-debt = Bond issues + Bank Borrowings + Other Borrowings + Lease Finan- cing + Discounted Bills - Cash and Cash Equivalents.
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